Ahlstrom Corporation STOCK EXCHANGE RELEASE May 13, 2013 at 18.17 EET
Not to be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or the United States.
Ahlstrom Corporation's Board of Directors have today signed a new demerger plan related to Coated Specialties, Ahlstrom's Label and Processing business in Brazil, and cancelled the previous Coated Specialties demerger plan. Under the signed demerger plan, all the assets and liabilities contained in the Ahlstrom Group, that belong to the Coated Specialties business in Brazil, will be transferred to Munksjö Oyj through a partial demerger. The demerger is part of the process through which Ahlstrom's Label and Processing business and Munksjö AB will be combined.
The signing of the new demerger plan and cancellation of the previous one were needed since Ahlstrom and Munksjö will not be able to receive all relevant regulatory approvals before May 27, 2013, when the demerger decision made by Ahlstrom's Extraordinary General Meeting of the Shareholders expires. As announced before, Ahlstrom expects to complete the demerger of the Label and Processing business in Brazil during the second half of 2013. Ahlstrom will later this month publish a separate invitation to a new Extraordinary Shareholders' Meeting, which is required to obtain approval for the new Coated Specialties demerger plan.
The new complete Coated Specialties demerger plan is attached to this Stock Exchange Release and it contains information on the demerger consideration to Ahlstrom's shareholders, the planned time for execution of the demerger, the division of the demerging company's assets and liabilities to the recipient company and the conditions for the execution of the demerger.
Munksjö Oyj, as the recipient company in the partial demergers, will publish a prospectus concerning the shares offered in the demerger approximately one week before Ahlstrom's Extraordinary General Meeting for Shareholders.
The demerger plan, signed on September 11, 2012 related to Ahlstrom's Label and Processing business in Europe, is pending, for example, an approval by the European Commission competition authorities. This decision is expected during the coming weeks. Consequently, the execution of this demerger is expected to take place on or before May 27, 2013.
The two demergers form a step in the execution of the transaction between Ahlstrom and EQT concerning the combination of Ahlstrom's Label and Processing business and Munksjö AB that was announced on August 28, 2012.
For more information, please contact:
Vice President, Communications
Tel. +358 10 888 4757
Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, medical gowns and drapes, diagnostics, wallcoverings, flooring and food packaging. We have a leading market position in the businesses in which we operate. In 2012, Ahlstrom's net sales from the continuing operations (excluding Label and Processing business) amounted to EUR 1 billion. Our 3,800 employees serve customers in 28 countries on six continents. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.
This document may not be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Ahlstrom Corporation, Munksjö AB and Munksjö Corporation have not registered, and do not intend to register, any offering of the Munksjö shares in the United States. There will be no public offering of the Munksjö shares in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as 'relevant persons'). Any investment activity to which this document relates will be only available to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Ahlstrom Oyj via Thomson Reuters ONE